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Youdai Zhan, et al. – ‘SC 13E3/A’ on 10/9/14 re: Asia Green Agriculture Corp

On:  Thursday, 10/9/14, at 9:16am ET   ·   Accession #:  1062993-14-5868   ·   File #:  5-84824

Previous ‘SC 13E3’:  ‘SC 13E3/A’ on 7/29/14   ·   Latest ‘SC 13E3’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/09/14  Youdai Zhan                       SC 13E3/A              1:43K  Asia Green Agriculture Corp       Newsfile Corp/FA
          Agf Industrial Ltd
          Ample Gold International Ltd.
          Arthur Investments Advisory Co. Ltd.
          Asia Green Food Enterprise Ltd
          Cid Greater China Venture Capital Fund III, L.P.
          Halter Financial Investments, L.P.
          Heritage Management Consultants
          HFG Investments Ltd.
          Jade Lane Group Ltd
          Mr. Cai Jianxuan
          Mr. Daiwu Chen
          Mr. Hong Hu
          Mr. Hong Zhang
          Mr. Hui Deng
          Mr. James H. Groh
          Mr. Li Hoi Yeung
          Mr. Wong Ka Wa
          Mr. Xiang Zhou
          Mr. Xu Yihong
          Mr. Youdai Zhan
          Mr. Yuanjia Xu
          Ms. Heping Wang
          Ms. Huang Shunmian
          Ms. Wensi Zhang
          Ms. XI Liang
          Ms. Ying Wong
          Ms. Zhang Yizi
          Value Partners Hedge Master Fund Ltd

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment to Tender-Offer Statement --              HTML     50K 
                          Going-Private Transaction                              

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3/A

(Rule 13e-100)
Transaction Statement under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 thereunder

Rule 13e-3 Transaction Statement under Section 13(e) of the
Securities Exchange Act of 1934

(Amendment No. 4 – Final Amendment)

Asia Green Food Enterprise Limited
AGF Industrial Limited
Mr. Youdai Zhan
CID Greater China Venture Capital Fund III, L.P.
Mr. Cai Jianxuan
Ample Gold International Ltd.
Mr. Li Hoi Yeung
Ms. Huang Shunmian
Mr. Wong Ka Wa
Jade Lane Group Limited
HFG Investments Ltd.
Value Partners Hedge Master Fund Limited
Halter Financial Investments, L.P.
Ms. Ying Wong
Mr. Xu Yihong
Ms. Heping Wang
Arthur Investments Advisory Co. Ltd.
Mr. Yuanjia Xu
Ms. Wensi Zhang
Mr. Daiwu Chen
Mr. Hui Deng
Mr. Hong Hu
Mr. Hong Zhang
Ms. Zhang Yizi
Mr. Xiang Zhou
Ms. Xi Liang
Mr. James H. Groh
Heritage Management Consultants

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [   ]

Check the following box if the filing is a final amendment reporting the results of the transaction: [X ]

CALCULATION OF FILING FEE

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Amount Previously Paid: $183.09
Form or Registration No.: SC 13E-3
Filing Party: Asia Green Agriculture Corporation
Date Filed: June 25, 2014

NEITHER THE U.S. SECURITIES EXCHANGE COMMISSION NOR ANY STATE OR OTHER SECURITIES COMMISSION HAS: APPROVED OR DISAPPROVED OF THE TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

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EXPLANATORY NOTE

This Amendment No. 4 as the final amendment (the “Final Amendment”) to the Transaction Statement on Schedule 13E-3 (the “Transaction Statement”), together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person”, and collectively, the “Filing Persons”): Asia Green Food Enterprise Limited (“Parent”), AGF Industrial Limited (“New AGAC”), Mr. Youdai Zhan, CID Greater China Venture Capital Fund III, L.P., Mr. Cai Jianxuan, Ample Gold International Ltd., Mr. Li Hoi Yeung, Ms. Huang Shunmian, Mr. Wong Ka Wa, Jade Lane Group Limited, HFG Investments Ltd., Value Partners Hedge Master Fund Limited, Halter Financial Investments, L.P., Ms. Ying Wong, Mr. Xu Yihong, Ms. Heping Wang, Arthur Investments Advisory Co. Ltd., Mr. Yuanjia Xu, Ms. Wensi Zhang, Mr. Daiwu Chen, Mr. Hui Deng, Mr. Hong Hu, Mr. Hong Zhang, Ms. Zhang Yizi, Mr. Xiang Zhou, Ms. Xi Liang, Mr. James H. Groh and Heritage Management Consultants, in connection with the short-form merger of Asia Green Agriculture Corporation, or “AGAC”, and New AGAC pursuant to Chapter 92A.180 of the Nevada Revised Statutes or “NRS”.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Transaction Statement. Except as set forth in this Final Amendment, all information in the Transaction Statement remains unchanged. All information set forth in this Final Amendment should be read in conjunction with the information contained or incorporated by reference in the Transaction Statement, as amended to date.

All information contained in, or incorporated by reference into, this Final Amendment concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Issuer, is responsible for the accuracy of any information supplied by any other Filing Person.

Item 15. Additional Information

The merger of New AGAC with AGAC pursuant to Chapter 92A.180 of the NRS became effective on September 26, 2014. AGAC is the corporation surviving the merger, and as a result of the merger is now a privately held wholly-owned subsidiary of Parent.

Pursuant to the terms of the merger, each outstanding share of common stock (other than shares held by New AGAC, shared held in treasury and shares with respect to which appraisal rights have been properly exercised and not withdrawn or lost) was converted into the right to receive $0.60 per share in cash, without interest. Notices of Merger and Appraisal Rights and Letters of Transmittal will be mailed to the former holders of such shares by the paying agent for the short-form merger, and should be read carefully.

At the effective time of the merger, each outstanding option to purchase shares of AGAC’s common stock were cancelled. In addition, AGAC had outstanding warrants to acquire 50,000 shares of common stock of AGAC at an exercise price of $4.00 per share. The warrants will be assumed by AGAC as the surviving corporation pursuant to the merger.

As a result of the merger, the common stock became eligible for termination of trading on the OTC Bulletin Board and termination of registration under the Exchange Act pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i). AGAC’s common stock has ceased trading on the OTC Bulletin Board. AGAC has filed a Certification and Notice of Termination of Registration on Form 15 with the SEC in order to deregister the common stock and suspend its reporting obligations under the Exchange Act.

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Item 16. Exhibits

* Previously filed

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SIGNATURES

After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13E-3 is true, complete and correct.

Dated: October 9, 2014

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E3/A’ Filing		Date		Other Filings
Filed on:		10/9/14
		9/26/14
		6/25/14		SC 13D,  SC 13E3
		6/19/14
		5/19/14
		5/13/14
				List all Filings

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Filing Submission 0001062993-14-005868   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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